NOTICE OF ANNUAL GENERAL MEETING

OLVI PLC              STOCK EXCHANGE RELEASE 22 March 2019 at 2.00 pm

NOTICE OF ANNUAL GENERAL MEETING

The shareholders of Olvi plc are hereby invited to the An­nual General Meeting that will be held on Tuesday, 16 April 2019 at 10:00 am in the Olvi Beer Hall, address Luuniemen­katu 4, 74100 Iisalmi, Finland. Reception of shareholders registered for the meeting and the distribution of voting slips will commence at 9:00 am.

A. AGENDA OF THE MEETING
 
The Annual General Meeting of Olvi plc will consider the following matters:

1. Opening the meeting
 
2. Matters of order for the meeting

3. Election of the persons to confirm the minutes and to verify the counting of votes

4. Recording the legal convening of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements 2018, the report of the Board of Directors and the auditors’ report
Review by the Managing Director

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors will propose that a dividend of 0.90 euro shall be paid on each Series A and Series K share on the basis of the adopted balance sheet for 2018. The dividend will be paid to share­holders registered in the company’s register of shareholders held by Euroclear Finland Ltd on the record date of the dividend payment, 18 April 2019. No dividend shall be paid on treasury shares held by the company on the record date. The Board of Directors will propo­se a dividend will be paid in two instalments. The first instalment will be paid on 9 May 2019 and the second instalment on 9 September 2019. There have been no substantial changes in the company’s financial position after the end of the accounting period. The company’s liquidity is good and, according to the Board of Directors’ understanding, the proposed distribution of profit does not endanger liquidity.

9. Resolution on the discharge of the members of the Board of Directors and the Managing Director from liability

10. Resolution on the remuneration of the members of the Board of Directors

Shareholders who jointly represent more than 70 percent of voting rights in the company have notified the company that they will propose to the Annual General Meeting that remuneration of the Board of Directors shall remain unchanged. It will be proposed that the Chairman of the Board shall receive 5,000 euro per month, the Vice Chairman 2,500 euro per month, and other members of the Board 2,000 euro per month. In addition to this, it will be proposed that the Chairman shall receive an attendance allowance of 950 euro per meeting, and other members shall receive 650 euro per meeting. The attendance allowance of committee meetings shall be 650 euro per meeting. It will be proposed that travel expenses be reimbursed in accordance with the company’s travel regulations.

11. Resolution on the number of members of the Board of Directors

Shareholders who jointly represent more than 70 percent of vo­ting rights in the company have notified the company that they will propose to the Annual General Meeting a Board of Directors comprising six (6) members.

12. Election of members of the Board of Directors

Shareholders who jointly represent more than 70 percent of voting rights in the company have notified the company that they will propose to the Annual General Meeting that the following mem­bers of the Board of Directors be re-elected for a period ending at the next Annual General Meeting: Hakkarainen Pentti, Heinonen Lasse, Hortling Nora, Markula Elisa, Paltola Päivi and Sirviö Heikki.

13. Resolution on the remuneration of the auditor

The Board of Directors proposes that the auditor’s fee and expenses shall be paid in accordance with a conventional invoice approved by the company.

14. Election of auditor

The Board of Directors proposes that Ernst & Young Oy, Authorised Public Accounting Firm, be elected the company’s au­ditor, with Elina Laitinen, APA, as auditor in charge until the next Annual General Meeting.

15. Authorising the Board of Directors to decide on the ac­quisition of treasury shares

The Board of Directors proposes that the Annual General Meeting would revoke all existing unused authorisations to acquire treasu­ry shares and authorise the Board of Directors to decide on the ac­quisition of a maximum of 500,000 of the company’s own Series A shares in one or more lots using the company’s unrestricted equity on the following terms and conditions:

The shares shall be acquired in public trading arranged by Nasdaq OMX Helsinki Ltd, due to which the acquisition shall constitute a deviation from the pro rata principle among shareholders, and the compensation payable for the shares shall be the market price of the Olvi A share at the time of acquisition. The shares shall be acquired for the purpose of financing or executing any upcoming corporate acquisitions or other arrangements, implementing the company’s incentive schemes or for other purposes decided upon by the Board of Directors. The maximum number of shares to be acquired represents approximately 2.4 percent of all shares in the company and approximately 0.5 percent of all votes, which means that the acquisition would not have any significant effect on the distribution of shareholdings and voting rights in the company.

The Board of Directors shall decide upon other matters related to the acquisition of treasury shares.

It is proposed that the authorisation to acquire treasury shares shall be valid until the closing of the Annual General Meeting 2020, ho­wever no longer than 18 months from the General Meeting’s deci­sion of authorisation.

16. Authorising the Board of Directors to decide on a share issue

The Board of Directors proposes that the Annual General Mee­ting would revoke any existing authorisations concerning share issues and authorise the Board of Directors to decide on the issue of a maximum of 1,000,000 new Series A shares and the transfer of a maximum of 500,000 Series A shares held by the company as treasury shares ("Issue authorisation”).

The new shares can be issued and the treasury shares transferred in one or more lots either against payment or free of charge. The new shares can be issued and the treasury shares transferred to the company’s shareholders on a pro rata basis in relation to their existing holdings, or a private placing can be executed in deviation from shareholders’ pre-emptive rights if a weighty economic reason for this exists from the company’s viewpoint, such as financing or execution of corporate acquisitions or arrangements, development of the company’s equity structure, improvement of share liquidity or implementation of the company’s incentive schemes. A private placing can be free of charge only if a particularly weighty econo­mic reason for this exists from the company’s viewpoint, taking into consideration the interests of all shareholders. The Board of Directors shall decide upon other matters related to share issues.

It is proposed that the issue authorisation shall be valid until the closing of the Annual General Meeting 2020, however no longer than 18 months from the General Meeting’s decision of issue aut­horisation.

17. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

The proposals of the Board of Directors included on the above agen­da, further details on the proposed members of the Board, this notice of meeting and the financial statement documents with attachments are available to shareholders starting on 22 March 2019 at 2:00 pm at Olvi plc’s head office, address Olvitie I-IV, 74100 Iisalmi, Finland. The documents will also be available on the Web site www.olvigroup.fi/en/investors/corporate-governance/an­nual-general-meeting-shareholders from 22 March 2019 onwards.

The proposals of the Board of Directors and the financial statement documents are also available at the meeting, and copies of the do­cuments and this notice of meeting will be sent to shareholders upon request.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING

1. The right to participate and registration

Each shareholder registered on 4 April 2019 in the register of sha­reholders of the company, held by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry ac­count is registered in the register of shareholders of the company.

A shareholder who wants to participate in the General Meeting shall register for the meeting no later than Thursday, 11 April 2019 by 3:00 pm. Registration will be opened on 22 March 2019 at 2:00 pm.

SHAREHOLDERS MAY REGISTER FOR THE MEETING:
a) online through Olvi’s Web site www.olvi.fi,
b) in writing to Olvi plc, Administration, P.O. Box 16, 74101 Iisalmi, Finland,
c) by email to hallinto@olvi.fi,
d) by telephone Monday to Friday between 1:00 pm and 3:00 pm on +358 290 00 1050 / Administration.

In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone num­ber, the name of a possible assistant and the name and the personal identification number of a possible proxy representative. Personal data disclosed to Olvi plc by shareholders will only be used for the processing of the General Meeting and any required registrations associated with it.

Pursuant to Chapter 5, Section 25 of the Limited Liability Compa­nies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.

2. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exer­cise his/her rights at the meeting by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to rep­resent the shareholder at the meeting. Should a shareholder par­ticipate in the meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registra­tion for the meeting.

Any proxy documents shall be delivered in original to Olvi plc/Administration, Olvitie I-IV, 74100 Iisalmi, Finland, before the last date for registration.

3. Holders of nominee registered shares

A holder of nominee registered shares is entitled to participate in the General Meeting by virtue of shares that would allow him/her to be registered in the company’s register of shareholders held by Euroclear Finland Ltd on 4 April 2019. A further prerequisite for participation is that the shareholder be registered in the company’s temporary register of shareholders held by Euroclear Finland Ltd by virtue of these shares no later than 11 April 2019 by 10:00 am. As far as nominee registered shares are concerned, this is considered to constitute registration for the General Meeting.

A holder of nominee registered shares is advised without delay to request from his/her custodian bank necessary instructions regar­ding the registration in the register of shareholders, the issuing of proxy documents and registration for the General Meeting. The ac­count management organisation of the custodian bank will register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be temporarily entered in the sha­reholders’ register by the deadline specified above.

4. Other information

On the date of this notice of meeting, Olvi plc has a total of 16,989,976 Series A shares representing a total of 16,989,976 votes, as well as 3,732,256 Series K shares representing a total of 76,645,120 votes.

Iisalmi, 22 March 2019

Olvi plc
BOARD OF DIRECTORS

Further information:
Lasse Aho, Managing Director, Olvi plc, phone +358 290 00 1050 or +358 400 203 600

DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Key media
www.olvi.fi

Attachment

• Olve092019 notice of AGM